These Terms & Conditions ("Terms") govern your purchase of, access to, and use of the A.I. Agency Insiders™ membership, services, software access, resources, fulfillment services, HighLevel sub-accounts, templates, training materials, artificial intelligence tools, workflows, and related benefits made available by VEGAS TECH GROUP, LLC ("Company," "we," "us," or "our").

By purchasing, accessing, activating, or continuing to use A.I. Agency Insiders, you ("Member," "you," or "your") acknowledge that you have read, understand, and agree to be legally bound by these Terms.

If you do not agree to these Terms, do not purchase, activate, or use A.I. Agency Insiders.

1. BUSINESS PURPOSE AND ELIGIBILITY

A.I. Agency Insiders is primarily designed for business and commercial use by digital marketing agency owners, local small business consultants, freelancers, service providers, consultants, and other entrepreneurs who provide or intend to provide marketing, automation, artificial intelligence, website, lead-generation, CRM, or related services to businesses.

By joining, you represent that:

You are at least 18 years old and legally able to enter into a binding agreement.

The information you provide is accurate and complete.

You are purchasing the membership primarily for legitimate business purposes.

You will comply with applicable laws, regulations, third-party platform rules, and these Terms.

If you are purchasing on behalf of a company or other legal entity, you have authority to bind that entity to these Terms.

2. WHAT A.I. AGENCY INSIDERS INCLUDES

A.I. Agency Insiders may include access to some or all of the following, depending upon your membership level, enrollment date, promotional offer, and current program configuration:

A.I. Agency Growth OS™

Niche selection and positioning resources

Easy Yes Offer templates and frameworks

A.I. service packaging and pricing guidance

Local business audit frameworks

Done-for-you A.I. Agency Sales Funnel Website

Client acquisition playbooks

Cold outreach and warm follow-up scripts

Proposal and sales presentation assets

Agency implementation templates

HighLevel access for your agency

Eligible HighLevel sub-accounts

C.A.R.E. onboarding resources

White-label fulfillment services

HighLevel automation workflows

Proprietary service Engines, snapshots, and systems

Custom GPT or A.I.-powered Wizard resources

Private community access

Strategy resources and updates

Additional resources, benefits, bonuses, software, or services added from time to time

Specific benefits may change as the membership evolves.

Unless otherwise expressly stated in writing, no particular feature, software platform, third-party service, template, fulfillment service, or membership benefit is guaranteed to remain available indefinitely.

3. MEMBERSHIP PLANS AND RECURRING BILLING

A.I. Agency Insiders is offered as a recurring subscription.

Depending upon the option selected at enrollment, your membership may renew:

Monthly; or

Annually.

By enrolling in a recurring membership, you authorize the Company and its payment processors to charge your payment method according to the billing frequency and price disclosed to you at checkout.

Your subscription will continue until canceled in accordance with these Terms.

Unless otherwise required by applicable law, cancellation prevents future membership renewals but does not automatically generate a refund for amounts previously paid.

4. CLIENT LAUNCH RATE™

Certain qualifying members may be eligible for the promotional Client Launch Rate™.

The Client Launch Rate is designed to give eligible members access to A.I. Agency Insiders at a reduced membership price until they obtain their first qualifying active paying client.

The current Client Launch Rate is:

Monthly: $99.99 per month

or

Annual: $999.99 per year

After the First-Client Milestone described below is reached, the applicable standard membership rate becomes:

Monthly: $199.99 per month

or

Annual: $1,999.99 per year

The Client Launch Rate is a conditional promotional rate and is not a permanent lifetime membership price.

5. FIRST-CLIENT MILESTONE

For purposes of the Client Launch Rate, an Active Paying Client generally means a bona fide third-party customer who has paid you for legitimate agency, consulting, marketing, automation, artificial intelligence, CRM, website, lead-generation, fulfillment, or related business services.

A First-Client Milestone may be considered reached when you:

Receive payment from your first qualifying paying client;

Begin servicing a qualifying paying client through A.I. Agency Insiders resources;

Activate or use a production HighLevel sub-account for a qualifying paying client; or

Request or receive white-label fulfillment through A.I. Agency Insiders for a qualifying paying client.

Free accounts, test accounts, demonstration accounts, internal businesses owned entirely by you, sham transactions, barter-only arrangements, or transactions created primarily to manipulate Client Launch Rate eligibility do not ordinarily qualify as Active Paying Clients.

6. EXISTING CLIENTS AND CLIENT LAUNCH RATE ELIGIBILITY

The Client Launch Rate is intended primarily for members who have not yet reached the applicable First-Client Milestone.

If you already have an Active Paying Client when joining A.I. Agency Insiders and intend to use A.I. Agency Insiders resources, HighLevel accounts, fulfillment, systems, or services for that client, you must accurately disclose that information when requested.

The Company may determine that the First-Client Milestone has already been achieved based on bona fide client activity.

Providing false or misleading information regarding existing clients in order to obtain or maintain Client Launch Rate pricing may result in:

Adjustment to the applicable membership rate;

Collection of amounts properly owed;

Suspension of membership benefits; or

Termination of membership for material abuse.

7. REPORTING YOUR FIRST PAYING CLIENT

Members receiving the Client Launch Rate are responsible for notifying the Company when the First-Client Milestone occurs.

You agree to provide truthful information regarding the milestone when reasonably requested.

The Company may request reasonable evidence sufficient to confirm eligibility, such as:

Confirmation that a client payment was received;

A redacted invoice;

A redacted payment confirmation;

Confirmation that a production client account has been activated;

A fulfillment request associated with a paying client; or

Similar reasonable business documentation.

You are not required to provide unnecessary confidential client information where a reasonable redacted alternative is available.

Failure to report a First-Client Milestone does not permanently entitle you to the promotional rate.

8. CLIENT LAUNCH RATE PRICE TRANSITION

Monthly Members

If you are enrolled on a monthly Client Launch Rate membership, your membership will transition to the then-applicable standard monthly rate following your First-Client Milestone.

Unless otherwise disclosed at enrollment, the new rate will generally apply beginning with your next membership billing cycle.

Annual Members

If you are enrolled on an annual Client Launch Rate membership and reach your First-Client Milestone during your prepaid annual term, your membership becomes subject to the standard annual membership pricing.

Any adjustment during the existing annual term will be handled only in accordance with pricing and billing terms clearly disclosed to you and authorized by you.

Your subsequent annual renewal will be at the then-current standard annual membership rate unless otherwise expressly agreed in writing.

Refunds or Reversals From Your First Client

A transaction that was fraudulent, immediately reversed, charged back, or fully refunded before meaningful client services were provided may not qualify as a First-Client Milestone.

However, once a bona fide First-Client Milestone has legitimately occurred, later client cancellation, churn, nonrenewal, or loss of that client does not ordinarily restore Client Launch Rate eligibility.

The Client Launch Rate is designed to apply until the first qualifying client is obtained, not every time your agency's active client count returns to zero.

9. CANCELLATION AND REJOINING AFTER REACHING THE FIRST-CLIENT MILESTONE

Client Launch Rate eligibility is generally available only once.

If you reach the First-Client Milestone, cancel A.I. Agency Insiders, and later rejoin, you will generally rejoin at the then-current standard membership rate rather than receiving the Client Launch Rate again.

Canceling your membership does not reset your First-Client Milestone status.

10. HIGHLEVEL ACCESS

Active A.I. Agency Insiders members may receive access to HighLevel functionality through accounts or sub-accounts provided or administered through the Company's HighLevel environment.

HighLevel is a third-party software platform.

The Company does not own or control HighLevel and cannot guarantee:

Continuous availability;

Specific features;

Pricing imposed by HighLevel;

Platform policies;

API availability;

Integrations;

Deliverability;

Data retention policies; or

Continued operation of the HighLevel platform.

HighLevel may modify its platform, pricing, functionality, or policies at any time.

Your use of HighLevel functionality is subject to applicable third-party requirements in addition to these Terms.

11. INCLUDED HIGHLEVEL SUB-ACCOUNTS

While your qualifying A.I. Agency Insiders membership remains active and in good standing, you may be eligible to obtain HighLevel sub-accounts at the special member access rate of:

$1.00 per year, per eligible HighLevel sub-account.

For clarity, references in marketing materials to "free," "included," or similar HighLevel sub-accounts refer to the membership benefit allowing qualifying accounts to be maintained at this nominal $1.00 annual member rate, unless otherwise expressly stated.

This special rate is:

Available only to eligible active A.I. Agency Insiders members;

Subject to the Fair Use & Fulfillment Policy;

Not transferable independently of the membership;

Not a lifetime HighLevel price; and

Subject to termination or conversion when your qualifying A.I. Agency Insiders membership ends.

12. "UNLIMITED" HIGHLEVEL SUB-ACCOUNTS

Where A.I. Agency Insiders materials describe eligible HighLevel sub-accounts as "unlimited," unlimited means that the Company does not impose a predetermined numerical sub-account cap on legitimate, reasonable business usage by an active member.

It does not mean unrestricted, abusive, automated, speculative, fraudulent, warehoused, or commercially unreasonable usage.

All sub-accounts remain subject to the A.I. Agency Insiders Fair Use & Fulfillment Policy.

The Company may investigate patterns that reasonably appear inconsistent with legitimate agency use.

13. FAIR USE & FULFILLMENT POLICY

Your use of:

HighLevel sub-accounts;

White-label fulfillment;

Snapshots;

Workflows;

Automation systems;

Proprietary Engines;

Implementation services;

Membership resources; and

Other usage-sensitive benefits

is subject to the separate A.I. Agency Insiders Fair Use & Fulfillment Policy, available at:

https://aiagencyinsiders.com/fair-use-fulfillment-policy

That policy is incorporated into these Terms by reference.

By accepting these Terms, you also agree to comply with the Fair Use & Fulfillment Policy.

If there is a direct conflict between these Terms and the Fair Use & Fulfillment Policy, these Terms control unless the Fair Use & Fulfillment Policy expressly states otherwise with respect to a particular benefit or service.

14. HIGHLEVEL SUB-ACCOUNTS AFTER MEMBERSHIP CANCELLATION

IMPORTANT RECURRING BILLING PROVISION

The special $1.00-per-year HighLevel sub-account rate is an active A.I. Agency Insiders member benefit only.

Canceling, terminating, or allowing your A.I. Agency Insiders membership to expire does NOT automatically cancel your individual HighLevel sub-accounts.

This distinction is intentional so that cancellation of your membership does not automatically cause you to lose websites, contacts, conversations, funnels, automations, workflows, client information, calendars, pipelines, or other data stored inside those sub-accounts.

Automatic Conversion to $97/Month

When your qualifying A.I. Agency Insiders membership ends, each active HighLevel sub-account that you have not separately canceled will convert from the special member rate of:

$1.00 per year

to:

$97.00 per month, per HighLevel sub-account.

Each retained HighLevel sub-account will then continue as a recurring monthly subscription until that specific sub-account is separately canceled.

By activating or maintaining a qualifying HighLevel sub-account through A.I. Agency Insiders, you acknowledge and agree that:

The $1.00 annual price is conditional upon maintaining an active qualifying A.I. Agency Insiders membership.

Canceling A.I. Agency Insiders does not automatically cancel your individual HighLevel sub-accounts.

Each active HighLevel sub-account that remains after your qualifying membership terminates is subject to the $97.00-per-month continuation price.

You authorize the Company or its payment processor to charge the payment method associated with your account $97.00 per month for each HighLevel sub-account that remains active, unless and until that sub-account is separately canceled.

You are responsible for deciding which sub-accounts you wish to retain before your membership ends.

You must separately cancel any HighLevel sub-account that you do not wish to continue.

The Company will comply with any additional notice, consent, timing, cancellation, or billing requirements imposed by applicable law before implementing a covered recurring charge or fee change.

15. EACH HIGHLEVEL SUB-ACCOUNT MUST BE CANCELED INDIVIDUALLY

Cancellation of your A.I. Agency Insiders membership is a separate action from cancellation of your HighLevel sub-accounts.

If you have multiple sub-accounts, each account must be canceled individually.

For example:

If you have five active HighLevel sub-accounts when your A.I. Agency Insiders membership ends and you cancel two of those sub-accounts, the remaining three sub-accounts may continue at:

3 × $97.00 per month = $291.00 per month

until those remaining sub-accounts are separately canceled.

Cancellation of one sub-account does not constitute cancellation of any other sub-account.

A general statement such as "cancel my A.I. Agency Insiders membership" does not, by itself, constitute an instruction to permanently delete every HighLevel sub-account associated with your account.

You must explicitly identify the HighLevel sub-account or sub-accounts you wish to cancel.

16. HIGHLEVEL SUB-ACCOUNT CANCELLATION AND DATA DELETION

IMPORTANT: CANCELLING A SUB-ACCOUNT MAY RESULT IN PERMANENT LOSS OF DATA

When you explicitly cancel an individual HighLevel sub-account, that sub-account will be closed and may be scheduled for permanent deletion in accordance with the Company's and applicable third-party platform procedures.

Deletion may include:

Contacts;

Leads;

Opportunities;

Customer records;

Conversations;

SMS and email history;

Websites;

Landing pages;

Funnels;

Forms;

Surveys;

Calendars;

Appointments;

Pipelines;

Workflows;

Automations;

Campaigns;

Templates;

Custom fields;

Reporting information;

Files;

Settings;

Integrations; and

Other data stored within the applicable sub-account.

You are responsible for exporting, transferring, downloading, copying, or otherwise preserving any information you wish to retain before requesting cancellation of the applicable sub-account.

Once deletion has occurred, restoration may be impossible.

The Company does not guarantee that canceled or deleted HighLevel sub-accounts can be restored.

Except where prohibited by law, the Company is not responsible for losses resulting from your decision to cancel a HighLevel sub-account after you have been informed that cancellation may result in deletion.

Certain technical backups or information may remain temporarily where required by law, security procedures, fraud prevention, backup systems, or third-party platform policies.

17. THIRD-PARTY USAGE AND PASS-THROUGH COSTS

Membership pricing does not necessarily include every third-party usage expense associated with operating an agency or client account.

You may be responsible for usage-based or pass-through charges including, where applicable:

SMS and MMS messaging;

Telephone numbers;

Voice usage;

Email usage;

Premium workflow actions;

Artificial intelligence usage;

Domain registration;

A2P or messaging registration;

Third-party applications;

API usage;

Paid integrations;

Advertising spend;

Payment processing;

Premium software features; or

Other third-party costs.

Applicable charges will be disclosed where reasonably practicable.

Third-party pricing may change without the Company's control.

18. WHITE-LABEL FULFILLMENT

Eligible active members may receive access to white-label fulfillment services within the scope of the membership.

White-label fulfillment means that qualifying services may be performed or supported by the Company while the Member maintains the direct business relationship with their client.

Unless otherwise agreed in writing:

The Member is responsible for selling the service to the client.

The Member controls the client relationship.

The Member is responsible for obtaining accurate client information.

The Member is responsible for obtaining required approvals.

The Member is responsible for client communications.

The Member is responsible for ensuring that services requested are lawful.

The Member is responsible for promises or guarantees the Member makes to their clients.

The Company is not a party to the Member's agreement with the Member's client.

Fulfillment is subject to capacity, eligibility, reasonable turnaround times, required information, the Fair Use & Fulfillment Policy, and applicable third-party platform limitations.

19. NO GUARANTEE OF FULFILLMENT FOR OUT-OF-SCOPE SERVICES

A.I. Agency Insiders does not constitute an obligation for the Company to perform every service a Member sells.

White-label fulfillment applies only to services currently identified as eligible for fulfillment.

Services outside the current fulfillment scope may require:

Additional fees;

Third-party services;

A separate agreement; or

Independent fulfillment by the Member.

Members should not promise clients that the Company will perform a service unless that service has been confirmed as eligible.

20. MEMBER RESPONSIBILITY FOR CLIENT RELATIONSHIPS

You remain solely responsible for your own business operations and client relationships.

The Company is not responsible for:

Client disputes;

Client refunds;

Chargebacks involving your clients;

Client dissatisfaction;

Representations you make to clients;

Contracts between you and your clients;

Your pricing decisions;

Your tax obligations;

Your advertising claims; or

Your compliance obligations.

You may not represent that the Company has guaranteed any result to your client unless the Company expressly provides such a guarantee in writing.

21. MARKETING, MESSAGING, AND COMMUNICATION COMPLIANCE

You are responsible for ensuring your use of A.I. Agency Insiders resources complies with applicable laws and regulations concerning:

Email marketing;

SMS and MMS messaging;

Telephone calls;

Automated communications;

Advertising;

Privacy;

Data collection;

Consent;

Lead generation; and

Customer communications.

You are responsible for obtaining whatever consent, authorization, opt-in, disclosure, or permission is legally required before contacting prospects or customers.

The existence of a template, workflow, script, automation, or technical capability inside A.I. Agency Insiders does not mean that every possible use of that resource is legally permissible.

22. ARTIFICIAL INTELLIGENCE OUTPUTS

Certain resources may use artificial intelligence.

Artificial intelligence systems can produce inaccurate, incomplete, outdated, misleading, or inappropriate information.

You are responsible for reviewing A.I.-generated material before using, publishing, distributing, sending, or relying upon it.

The Company does not guarantee:

Factual accuracy;

Legal compliance;

Regulatory compliance;

Intellectual-property clearance;

Search rankings;

A.I. assistant recommendations;

Advertising approval; or

Suitability for any particular client's circumstances.

A.I.-generated material should not be used as a substitute for qualified legal, tax, accounting, medical, financial, or other regulated professional advice.

23. INTELLECTUAL PROPERTY

Except for Member Data and other rights expressly granted in writing, the Company retains all rights, title, and interest in its proprietary materials, including:

Frameworks;

Training;

Courses;

Templates;

Documents;

Prompts;

Custom GPT instructions;

Wizards;

Workflows;

Snapshots;

Engines;

Automation systems;

Methodologies;

Processes;

Checklists;

Scripts;

Sales materials;

Software configurations;

Branding;

Graphics;

Videos;

Written materials; and

Other proprietary membership resources.

Membership grants you a limited, non-exclusive, non-transferable, revocable license to use eligible resources for your own business and, where expressly permitted, in delivering services to your own clients.

Membership does not transfer ownership of the Company's underlying intellectual property.

24. WHITE-LABEL RIGHTS

Where a particular A.I. Agency Insiders resource is designated as white-label, done-for-you, or client-facing, you may generally use the completed client-facing deliverable under your own agency brand within the permitted scope.

White-label rights do not automatically allow you to:

Sell raw membership files as standalone products;

Resell membership access;

Sell access to the Company's private community;

Redistribute proprietary source templates;

Publish the Company's proprietary systems as your own training program;

Sell copies of proprietary snapshots, Engines, or workflows outside permitted client use;

Give third parties unrestricted access to Company resources; or

Create a competing membership based substantially on Company materials.

25. MEMBER AND CLIENT DATA

As between the Member and Company, the Member retains whatever rights the Member lawfully holds in data the Member or Member's clients supply to the services.

You represent that you have lawful authority to provide and process any information you submit.

You should not upload highly regulated or sensitive data unless the applicable service has been expressly approved for that use and all required agreements and safeguards are in place.

You are responsible for maintaining your own appropriate backups of business-critical information.

26. ACCOUNT SECURITY

You are responsible for maintaining the confidentiality and security of:

Usernames;

Passwords;

Authentication credentials;

API credentials;

HighLevel access;

Membership credentials; and

Client account access.

You must promptly notify the Company if you reasonably believe your account has been compromised.

Membership credentials may not be publicly shared, sold, rented, or transferred without authorization.

27. PROHIBITED CONDUCT

You may not use A.I. Agency Insiders to:

Commit fraud;

Engage in unlawful activity;

Send unlawful spam;

Misrepresent your identity;

Infringe third-party intellectual property;

Circumvent account limits or security systems;

Create fraudulent HighLevel sub-accounts;

Stockpile accounts without legitimate business use;

Resell raw account access in violation of these Terms;

Abuse fulfillment services;

Interfere with Company systems;

Reverse engineer proprietary resources where prohibited by law;

Share paid membership access publicly; or

Use Company services in a manner reasonably likely to damage the Company, its infrastructure, its third-party providers, or other members.

Material abuse may result in suspension or termination.

28. MEMBERSHIP CANCELLATION

You may cancel your A.I. Agency Insiders membership using the cancellation method made available by the Company.

Unless otherwise stated:

Cancellation stops future membership renewals.

Cancellation does not automatically create a refund.

Membership access may continue through the end of the period already paid for.

Some benefits may end immediately where continued access requires an active membership status.

HighLevel sub-accounts are governed separately under Sections 14 through 16.

You remain responsible for separately canceling any recurring service that these Terms expressly identify as continuing independently after membership cancellation.

29. REFUNDS

Except where otherwise expressly stated in a written refund guarantee or required by applicable law, membership payments and other fees are non-refundable once charged.

Canceling prevents future eligible renewal charges but does not automatically refund previously paid subscription periods.

Nothing in these Terms limits any non-waivable rights available under applicable law.

30. FAILED PAYMENTS

If a payment fails, the Company may:

Retry the payment;

Request an updated payment method;

Temporarily suspend access;

Suspend fulfillment;

Restrict creation of additional accounts; or

Terminate the membership after reasonable attempts to resolve the outstanding balance.

You remain responsible for valid amounts owed before cancellation or termination.

31. CHARGEBACKS AND PAYMENT DISPUTES

If you believe a charge is incorrect, you are encouraged to contact the Company promptly so the issue can be investigated.

Initiating a chargeback does not automatically terminate your subscription, cancel a HighLevel sub-account, or eliminate an otherwise valid contractual obligation.

The Company reserves the right to suspend access while a payment dispute involving material unpaid amounts is being resolved.

Nothing in this section prevents you from exercising lawful rights available through your financial institution or applicable law.

32. TAXES

You are responsible for applicable taxes associated with your purchase or business use unless the Company is legally required to collect and remit those taxes.

33. NO GUARANTEE OF RESULTS

A.I. Agency Insiders provides tools, systems, resources, software access, education, support, and fulfillment capabilities.

The Company does not guarantee that you will:

Obtain a client;

Make a particular amount of money;

Reach $10,000 per month;

Reach $100,000 per month;

Generate a particular number of leads;

Close any particular percentage of prospects;

Achieve specific search engine rankings;

Appear in Google Maps;

Be recommended by ChatGPT, Gemini, Perplexity, or another A.I. assistant;

Achieve a particular advertising result;

Increase revenue;

Retain any particular client; or

Build a successful agency.

Your results depend on numerous factors outside the Company's control, including your actions, market, offer, pricing, sales ability, client demand, implementation, competition, economic conditions, and third-party platforms.

Any examples, case studies, illustrations, projections, revenue targets, or success stories are illustrative only and are not promises of your results.

34. NO PROFESSIONAL ADVICE

Nothing provided through A.I. Agency Insiders constitutes legal, accounting, tax, investment, financial, medical, or other regulated professional advice.

You should consult an appropriately licensed professional regarding matters requiring professional advice.

35. THIRD-PARTY PLATFORMS AND SERVICES

A.I. Agency Insiders may interact with or depend upon third-party platforms such as HighLevel and other software, hosting, A.I., messaging, email, domain, payment, or integration providers.

The Company is not responsible for third-party:

Downtime;

Policy changes;

Price changes;

Suspensions;

Terminations;

Data losses;

Feature changes;

Deliverability issues;

API limitations;

Service interruptions; or

Business decisions.

Loss of a particular third-party integration does not necessarily entitle a Member to a refund if the Company continues providing the substantial overall membership.

36. MODIFICATIONS TO THE MEMBERSHIP

The Company may improve, replace, modify, discontinue, or reorganize membership features from time to time.

The Company may substitute reasonably comparable resources, systems, or benefits when a third-party platform changes or when operational improvements make a replacement appropriate.

Material changes affecting recurring pricing or other legally protected terms will be communicated as required by applicable law.

37. SUSPENSION OR TERMINATION BY THE COMPANY

The Company may suspend or terminate access for material violations of these Terms, including:

Fraud;

Illegal activity;

Abuse of the membership;

Abuse of fulfillment services;

Intentional misrepresentation of Client Launch Rate eligibility;

Unauthorized redistribution of Company intellectual property;

Repeated payment failures;

Security threats;

Misuse of HighLevel sub-accounts; or

Conduct creating material risk to the Company or its third-party providers.

Where reasonable under the circumstances, the Company may provide an opportunity to correct a violation before termination.

Serious fraud, unlawful activity, security threats, or deliberate abuse may justify immediate action.

38. EFFECT OF MEMBERSHIP TERMINATION

When your A.I. Agency Insiders membership terminates:

Membership-only access may end;

New fulfillment requests may become unavailable;

Access to proprietary training or community resources may end;

Your license to create new copies of membership-only proprietary resources may end;

Outstanding charges remain payable;

HighLevel sub-accounts are treated according to Sections 14 through 16;

Obligations that by their nature should survive termination remain effective.

Termination does not require you to destroy ordinary client-facing work product that was lawfully created and delivered before termination.

However, you may not continue copying, distributing, licensing, or reselling Company proprietary materials after your license to those materials ends.

39. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, A.I. AGENCY INSIDERS AND ALL RELATED SERVICES, RESOURCES, SOFTWARE ACCESS, TRAINING, FULFILLMENT, AND MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE."

THE COMPANY DISCLAIMS WARRANTIES THAT THE SERVICES WILL BE:

UNINTERRUPTED;

ERROR-FREE;

COMPLETELY SECURE;

SUITABLE FOR EVERY BUSINESS;

COMPATIBLE WITH EVERY THIRD-PARTY PLATFORM; OR

CAPABLE OF PRODUCING ANY PARTICULAR BUSINESS RESULT.

Nothing in this section excludes warranties that cannot lawfully be excluded.

40. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO A.I. AGENCY INSIDERS.

This includes, where legally permissible, losses relating to:

Lost profits;

Lost opportunities;

Lost clients;

Lost leads;

Business interruption;

Data loss;

Third-party platform actions;

Advertising performance;

Software downtime; or

Member or client decisions.

To the maximum extent permitted by law, the Company's aggregate liability arising from the membership will not exceed the amount you actually paid directly to the Company for A.I. Agency Insiders during the six months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits liability that applicable law does not permit the Company to limit.

41. INDEMNIFICATION

To the extent permitted by law, you agree to defend, indemnify, and hold harmless the Company and its owners, officers, employees, contractors, and affiliates from third-party claims, liabilities, damages, costs, and reasonable legal expenses arising from:

Your unlawful use of the services;

Your violation of these Terms;

Your violation of third-party rights;

Claims made by your clients arising from promises or representations you made;

Your marketing or communications activity;

Your failure to obtain required consent; or

Your misuse of Company or third-party technology.

This provision does not require you to indemnify the Company for liability caused solely by the Company's own unlawful conduct where such indemnification is prohibited.

42. ELECTRONIC COMMUNICATIONS

You consent to receive notices concerning your membership electronically, including by:

Email;

Account notifications;

Membership dashboard notices; or

Other electronic means associated with your account.

You are responsible for maintaining a current email address and contact information.

Electronic notices may include:

Billing notices;

Renewal notices;

Price-change notices;

Terms updates;

Account notices;

HighLevel sub-account notices; and

Service communications.

43. CHANGES TO THESE TERMS

The Company may update these Terms as the program, law, technology, or business model changes.

For material changes, the Company will provide notice where required by applicable law.

Changes will become effective on the date stated in the updated Terms or applicable notice.

Changes will not retroactively eliminate rights that applicable law does not permit the Company to modify.

Continued use after an applicable change becomes effective constitutes acceptance where permitted by law.

44. PRIVACY

Your use of A.I. Agency Insiders is also subject to the Company's Privacy Policy:

https://aiagencyinsiders.com/privacy-policy

The Privacy Policy describes how personal information is collected, used, processed, stored, and disclosed.

45. RELATIONSHIP OF THE PARTIES

Nothing in these Terms creates:

An employment relationship;

A partnership;

A joint venture;

A franchise;

A fiduciary relationship; or

Authority for either party to legally bind the other.

You operate your agency or business independently.

46. ASSIGNMENT

You may not assign or transfer your membership or obligations under these Terms without the Company's prior written approval.

The Company may assign these Terms as part of a merger, acquisition, reorganization, sale of substantially all relevant assets, or similar business transaction, subject to applicable law.

47. FORCE MAJEURE

The Company is not liable for delays or failures caused by circumstances reasonably outside its control, including:

Internet outages;

Cloud-service failures;

Third-party software outages;

Cyberattacks;

Natural disasters;

Government actions;

Labor interruptions;

Utility failures; or

Other force-majeure events.

48. SEVERABILITY

If any provision of these Terms is found unenforceable, that provision will be enforced to the maximum extent legally permissible or modified as necessary, and the remaining provisions will continue in effect.

49. NO WAIVER

Failure to enforce a provision of these Terms does not constitute a permanent waiver of that provision or any other provision.

50. ENTIRE AGREEMENT

These Terms, together with incorporated policies and any specific written order form, checkout disclosure, or service agreement applicable to your purchase, constitute the agreement between you and the Company concerning A.I. Agency Insiders.

The incorporated documents may include:

The A.I. Agency Insiders Fair Use & Fulfillment Policy;

The Privacy Policy;

Any applicable checkout disclosures;

Any specifically agreed fulfillment terms; and

Any additional written terms expressly identified as part of your purchase.

51. ORDER OF PRECEDENCE

If documents conflict, the following order generally applies unless expressly stated otherwise:

A specific individually executed written agreement;

A specific checkout or order-form term applying to the purchase;

These A.I. Agency Insiders Terms & Conditions;

The Fair Use & Fulfillment Policy; and

Other general program policies.

52. GOVERNING LAW

These Terms will be governed by the laws of the State of nevada, without regard to conflict-of-law principles, except to the extent another jurisdiction's law applies and cannot legally be waived.

53. DISPUTE RESOLUTION AND VENUE

Before filing a legal action, the parties agree to make a good-faith attempt to resolve the dispute informally by written notice describing the issue and requested resolution.

If the dispute cannot be resolved informally, any legal action that is not otherwise required by law to be brought elsewhere will be brought in the appropriate state or federal courts located in:

clark county, nevada

The parties consent to the jurisdiction of those courts to the extent legally permissible.

Nothing in these Terms prevents either party from seeking emergency injunctive relief where appropriate.

54. CONTACT INFORMATION

Questions regarding these Terms, membership cancellation, billing, or HighLevel sub-account cancellation should be directed to:

vegas tech group, llc

Email: [email protected]

Mailing Address: 811 e. bridger ave ste 103, las vegas, nv 89101

Website: aiagencyinsiders.com

55. ACKNOWLEDGMENT

BY PURCHASING OR USING A.I. AGENCY INSIDERS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO THESE TERMS & CONDITIONS.

YOU SPECIFICALLY ACKNOWLEDGE THAT:

A.I. Agency Insiders is a recurring subscription.

The Client Launch Rate is conditional and may increase after your First-Client Milestone.

Membership benefits are subject to the Fair Use & Fulfillment Policy.

HighLevel sub-accounts offered at the $1.00-per-year member rate are conditioned upon maintaining a qualifying active A.I. Agency Insiders membership.

Canceling A.I. Agency Insiders does not automatically cancel your HighLevel sub-accounts.

HighLevel sub-accounts that remain active after your qualifying membership ends may convert to $97.00 per month, per sub-account.

Each HighLevel sub-account must be canceled individually if you do not wish to continue it.

Canceling an individual HighLevel sub-account may result in permanent deletion of that account and its associated data.

You are responsible for preserving any data you wish to retain before canceling a HighLevel sub-account.

The Company does not guarantee clients, leads, rankings, revenue, income, or other particular business results.

By completing your purchase, you agree to be bound by these Terms and the policies incorporated into them.